SURYA INDUSTRIAL CORPORATION LIMITED … INDUSTRIAL CORPORATION LIMITED ANNUAL REPORT 2014-15 1...

SURYA INDUSTRIAL CORPORATION LIMITED ANNUAL REPORT 2014-15

1

COMPANY INFORMATION

SURYA INDUSTRIAL CORPORATION LIMITED CIN: L36912UP1988PLC010285

STATUTORY AUDITORS:

M/s. Arpan Chudgar & Associates Chartered Accountants 101, Anand Millan Complex, Opp. Navrangpura Temple, Navrangpura, Ahmedabad- 380009 REGISTRAR & TRANSFER AGENT:

Skyline Financial Services Private Limited D-153, 1st Floor, Okhla Industrial Area, Phase – I New Delhi – 110020 011 - 26812682 / 83 & 64732681 to 88 E-mail: [email protected] Website: www.skylinerta.com

ANNUAL GENERAL MEETING:

Date : 30th September, 2015 Time : 9:30 A.M. Day : Wednesday Venue : HOTEL MADHUR REGENCY, RAMA PLAZA,

WESTERN KUNTCHERY ROAD, MEERUT,

UTTAR PRADESH - 250001

NAME OF THE STOCK EXCHANGES AT WHICH THE COMPANY'S SHARES ARE LISTED: 1. Bombay Stock Exchange, 2. The Delhi Stock Exchange 3. The Stock Exchange, Ahmedabad, 4. The Jaipur Stock Exchange 5. The Uttar Pradesh Stock Exchange

REGISTERED OFFICE:

B-9, Industrial Estate, Partapur, Meerut, Uttar Pradesh – 250 103 Tel.No. - 0121-2440658 E-mail: [email protected] Website: www.suryainduscorp.com

BOARD OF DIRECTORS:

Mr. Pratikkumar Mehta : Managing Director Ms. Bhavi Jitendra Sanghavi : Independent Director Mr. Naitikkumar Shah : Independent Director

mailto:[email protected]

http://www.skylinerta.com/


http://www.suryainduscorp.com/


2

CONTENTS:

Notice

Director’s Report

Management Discussion & Analysis

Report on Corporate Governance

Certificate on Corporate Governance

CFO/CEO Certificate

Auditor’s Report

Balance Sheet

Profit & Loss Account

Cash Flow Statement

Schedules

Proxy Form

Attendance slip

Polling Paper

28TH

ANNUAL

REPORT

2014-15


3

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN TO ALL SHAREHOLDERS OF M/S SURYA INDUSTRIAL CORPORATION LIMITED, THAT 28th

ANNUAL GENERAL MEETING OF THE COMPANY WILL BE HELD ON WEDNESDAY, THE 30TH OF SEPTEMBER, 2015 AT –

HOTEL MADHUR REGENCY, RAMA PLAZA, WESTERN KUNTCHERY ROAD, MEERUT, UTTAR PRADESH - 250001 9:30 A.M. TO

TRANSACT FOLLOWING BUSINESS:

ORDINARY BUSINESS:

1. To receive, consider and adopt the audited Annual Account for the year ended 31st March, 2015 and report of

the Director and auditors thereon.

2. To appoint Auditors and in this regard to consider and if thought fit, to pass with or without modification, the

following resolution as ORDINARY RESOLUTION:

“RESOLVED THAT pursuant to the provisions of section 139 and other applicable provisions of the

Companies Act, 2013, read with rules made thereunder (including any statutory modification(s) or re-

enactment thereof for the time being in force M/s. AGARWAL DESAI AND SHAH Chartered Accountants,

Mumbai (FRN - 124850W), be and are hereby appointed as Statutory Auditors of the Company to hold office

from the conclusion of this annual general meeting until the conclusion of 31st Annual General Meeting of the

Company which will be held in the calendar year of 2018 on such remuneration as shall be fixed by the Board

of Directors in consultation with the Auditors plus applicable service tax and re-imbursement of travelling

and out of pocket expenses incurred by them for the purpose of audit.”

By order of the Board of Directors For, Surya Industrial Corporation Limited

Registered office: Sd/- B-9, Industrial Estate, Pratikkumar Sharadkumar Mehta Partapur, Meerut, Managing Director Uttar Pradesh – 250 103 DIN-06902637

CIN : L15311UP1988PLC010285 Place: Surat

Date: 14-08-2015


4

Notes:

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE AGM IS ENTITLED TO APPOINT A PROXY TO ATTEND AND

VOTE IN THE MEETING INSTEAD OF HIMSELF / HERSELF, AND THE PROXY NEED NOT BE A MEMBER OF THE

COMPANY. A person can act as a proxy on behalf of not exceeding fifty (50) members and holding in aggregate not

more than ten (10) percent of the total share capital of the Company.

2. Corporate members intending to send their authorized representatives to attend the meeting are requested to send a

certified copy of the Board resolution to the Company, authorizing their representative to attend and vote on their

behalf at the meeting.

3. The instrument appointing the proxy, duly completed, must be deposited at the Company's registered office not less

than 48 hours before the commencement of the meeting. A proxy form for the AGM is enclosed.

4. During the period beginning 24 hours before the time fixed for the commencement of the meeting and ending with

the conclusion of the meeting, a member would be entitled to inspect the proxies lodged at any time during the

business hours of the Company, provided that not less than three days of notice in writing is given to the Company.

5. Members / proxies / authorized representatives should bring the duly filled Attendance Slip enclosed herewith to

attend the meeting.

6. The Register of Directors and Key Managerial Personnel and their shareholding, maintained under Section 170 of the

Companies Act, 2013, will be available for inspection by the members at the AGM.

7. The Register of Contracts or Arrangements in which the directors are interested, maintained under Section 189 of the

Companies Act, 2013, will be available for inspection by the members at the AGM.

8. Pursuant to cl. 15/16 of the Listing Agreement read with section 91 of the Companies Act, 2013, the Register of

Members and Share Transfer Books will remain closed from Thursday 24th September, 2015 to Tuesday 29th

September, 2015 (Both days inclusive) for the purpose of AGM.

9. Members are requested to notify any correction /change in their name /address including Pin Code number

immediately to the Companies Register/ Depository Participant .In the event of non – availability of Members latest

address either in the Companies records or in Depository Participant's records, members are likely to miss notice

and other valuable correspondence sent by the company.

10. Members are requested to kindly mention their Folio Number/ Client ID Number (in case of demat shares) in all their

correspondence with the Companies Registrar to enable prompt reply to their queries.

11. With a view to using natural resources responsibly, we request shareholders to update their email address, with their

Depository Participants to enable the Company to send communications electronically. The Annual Report 2014-15

is being sent through electronic mode only to the members whose email addresses are registered with the Company

/ Depository Participant(s), unless any member has requested for a physical copy of the report. For members who

have not registered their email addresses, physical copies of the Annual Report 2014-15 are being sent by the

permitted mode.

12. In compliance with Section 108 of the Companies Act, 2013, Rule 20 of the Companies (Management and

Administration) Rules, 2014, substituted by Companies (Management and Administration) Amendment, Rules 2015,

and Clause 35B of the Listing Agreement, the Company has provided a facility to the members to exercise their votes


5

electronically through the electronic voting service facility arranged by National Securities Depository limited

(“NSDL”). Apart from e-facility for voting, through ballot paper, will also be made available at the AGM and the

members attending the AGM who have not already cast their votes by remote e-voting shall be able to exercise their

right at the AGM through ballot paper. Members who have cast their votes by remote e-voting prior to the AGM may

attend the AGM but shall not be entitled to cast their votes again. The instructions for e-voting are appended herein

below.

13. The Securities and Exchange Board of India (SEBI) has mandated the submission of the Permanent Account Number

(PAN) by every participant in the securities market. Members holding shares in electronic form are, therefore,

requested to submit their PAN to their Depository Participant(s). Members holding shares in physical form are

required to submit their PAN details to the Company.

14. All documents referred to in the Notice will be available for inspection at the Company's registered office during

normal business hours on working days up to the date of the AGM.

15. The shareholder needs to furnish the 'attendance slip' along with a valid identity proof such as the PAN card,

passport, AADHAR card or driving license, to enter the AGM hall.

16. As per provisions of the Companies Act, 2013, facility for making nominations is available to INDIVIDUALS holding

shares in the Company. The Nomination Form-2B prescribed by the Government can be obtained from the Share

Transfer Agent or may be down loaded from the website of the Ministry of Company affairs.

THE INSTRUCTIONS FOR E-VOTING ARE AS UNDER:

1. Members whose shareholding is in the dematerialized form and whose email addresses are registered with the Company/Depository Participants(s) will receive an email from NSDL informing the User-ID and Password. I. Open email and open PDF file; the said PDF file contains your user ID and password/PIN for e-voting. II. Launch internet browser by typing the following URL: https://www.evoting.nsdl.com Click on Shareholder –

Login. III. Put User ID and password as initial password noted in step (1) above and Click Login. IV. Password Change Menu appears. Change the password with new password of your choice with minimum 8

digits/characters or combination thereof. Note new password. V. Home page of remote “e-Voting” opens. Click on e-Voting: -- Active Voting Cycles. VI. Select “EVEN” of Surya Industrial Corporation Limited. VII. Now you are ready for “e-Voting” as “Cast Vote” page opens. VIII. Cast your vote by selecting appropriate option and click on “Submit” and also “Confirm”, when prompted. IX. Upon confirmation, the message “Vote cast successfully” will be displayed. X. Once you have voted on the resolution, you will not be allowed to modify your vote. XI. Members can cast their vote online from September 27 (9:00 A.M.) IST till September 29, 2015 (5:00 P.M.)

IST. Kindly note that vote once casted cannot be modified. For EVEN, you can log-in any number of times on e-voting platform of NSDL till you have voted on all the resolutions or till the end dmate of voting period.

XII. E-Voting shall not be allowed beyond said time i.e. September 29, 2015, 5:00 P.M. XIII. Institutional shareholders (i.e., other than Individuals, HUF, NRI etc.) are also required to send scanned copy

(PDF/JPG Format) of the relevant Board Resolution/Authority Letter etc. together with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer through e-mail at [email protected] with a copy marked to [email protected].

It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Kindly note that Login to e-voting website will be disabled upon five unsuccessful attempts to key-

https://www.evoting.nsdl.com/




6

in the correct password. In such an event, you will need to go through 'Forgot Password' option available on the site to reset the same.

Your login id and password can be used by you exclusively for e-voting on the resolutions placed by the companies in which you are the shareholder. You can also update your mobile number and e-mail id in the user profile details of the folio, which may be used for sending future communication(s).

At the venue of AGM, voting shall be done through ballot papers (“Ballot Paper”) and the Members attending AGM who

have not casted their vote by Remote E-voting shall be entitled to cast their vote through Ballot Paper.

Please note that a Member may participate in the AGM even after exercising his right to vote through Remote E-voting but

shall not be allowed to vote again at the venue of the AGM. If a Member casts votes through Remote E-voting and also at

the AGM, then voting done through Remote E-voting shall prevail and voting done at the AGM shall be treated as invalid.

Please note that:

a) A person whose name is recorded in the register of members or in the register of beneficial owners maintained by the depositories as on, 23th September, 2015 (the “Cut Off Date”) only shall be entitled to vote through Remote E-voting and at the AGM. The voting rights of Members shall be in proportion to their share of the paid-up equity share capital of the Company as on the Cut Off date.

b) Persons who have acquired shares and became members of the Company after the dispatch of the notice of AGM and

holding shares as on the Cut Off date of 23th September, 2015, may obtain their user ID and password for Remote E-voting from the Company’s Registrar and Share Transfer Agent (RTA) or NSDL.

All future communications will be sent in electronic form to your registered e-mail address. Please inform the changes, if

any, in your e-mail address to your Depository Participant or Registrar and Share Transfer Agent (RTA) of the Company,

as the case may be.

In case of any queries, you may refer to the Frequently Asked Questions (FAQs) for members and e-voting user manual for

members available at the Downloads sections of https://www.evoting.nsdl.com or contact NSDL at the following toll free

no.: 1800-222-990. For any further grievance related to the Remote E-voting, members may contact NSDL at the contact:

Ph. No. +91 22 24994600/24994738, Email ID: [email protected]

2. In case of those Members, who do not have access to e-voting facility, they can use the assent/dissent form sent herewith or can be downloaded from our website www.suryainduscorp.com and convey their assent/dissent to each one of the items of business to be transacted at the ensuing AGM and send the form to reach M/s. Amarendra Mohapatra & Associates, Practicing Company Secretaries, Mumbai, 601, B Wing, V Star Plaza, Chandavarkar Lane, Borivali (W), Mumabi – 400092, Scrutinizer appointed by the Company at the registered office of the Company on or before 29th September, 2015 (5:00 p.m.)IST. 3. The Scrutinizer shall within a period not exceeding three (3) working days from the conclusion of the e-voting period unblock the votes in the presence of at least two (2) witnesses not in the employment of the Company and make a Scrutinizer’s Report of the votes cast in favor or against, if any, fourth with to the Chairman of the Company. 4. Members can choose only one of the two options namely e-voting or voting through physical assent/ dissent form. In case the votes are casted through both the formats, then votes casted through e-voting shall stand cancelled and those votes casted through physical assent/dissent form would be considered, subject to the assent/dissent from being found to be valid. 5. The Results of e-voting, physical assent / dissent and poll, if any, shall be aggregated and declared on or after the AGM of the Company by the Chairman or by any other person duly authorized in this regard. The Results declared along with the Scrutinizer’s Report shall be placed on the Company’s website www.suryainduscorp.com and the website of NSDL within two (2) days of passing of the resolutions at the AGM of the Company and communicated to the Stock Exchanges.

http://www.evoting.nsdl.com/





7

6. All documents referred to in the accompanying Notice and the Explanatory Statement shall be open for inspection at the Registered Office of the Company between 11.00 am and 1.00 pm on all working days except holidays, up to and including the date of the Annual General Meeting of the Company. 7. Details of Directors seeking appointment/and re-appointment at the Annual General Meeting in pursuance of Clause 49 of the Listing Agreement.


8

DIRECTORS REPORT To The Members Surya Industrial Corporation Limited Meerut

The Board of Directors of your Company has pleasure in presenting 28th Annual Report of the Company along

with Audited Accounts and the Auditor's Report for the Accounting Year ended 31st March, 2015.

1. FINANCIAL RESULT:

Comparative Figures are as under

Particulars 2014-15 2013-14

Sales & Job Work 7,37,75,039.00 20,000.00

Other Income 15,09,000.00 0.00

Profits on sale of Assets 0.00 0.00

Reduction in value of Investment 0.00 0.00

Profit (Loss) before Depreciation 4,62,000.00 (-)155,000.00

Depreciation 0.00 0.00

Net Profit before tax 4,62,000.00 (-)155,000.00

Net Profit after tax 4,62,000.00 (-)197,000.00

2. OPERATIONS

The Company has earned profit after tax of Rs. 4,62,000/- during the current financial year as against Rs. (-)197,000/- earned during the previous financial year. Profit before tax is 4,62,000/- as compared to (-)155,000/- in previous year.

3. DIVIDEND In view of accumulated losses, your directors regret their inability to declare the dividend to shareholders.

4. DEPOSITS During the year under review, the company has not invited or accepted any Deposits from the public.

5. ALLOTMENT OF EQUITY SHARES ON PREFERENTIAL BASIS DURING THE YEAR The Company has allotted 78,65,000 Equity Shares of fully paid up equity shares of Rs. 10/- each at a price of Rs.

12.50/- each to non promoters on preferential basis for which shareholder’s approval has been received at the Extra-Ordinary General Meeting held on October 09, 2014.

5. DIRECTORS The Companies Act, 2013, provides for the appointment of independent directors. Sub-section (10) of Section 149 of the Companies Act, 2013 provides that independent directors shall hold office for a term of up to five consecutive years on the board of a company; and shall be eligible for re-appointment on passing a special resolution by the shareholders of the Company. The Company has proper combination of Executive and Non Executive Director & Independent Directors on the Board as per the clause 49 of listing agreement and also fulfills the clause of appointment of women director on


9

the board of the Company.

Further, according to Sub-section (11) of Section 149, no independent director shall be eligible for appointment for more than two consecutive terms of five years. Sub-section (13) states that the provisions of retirement by rotation as defined in Sub-sections (6) and (7) of Section 152 of the Act shall not apply to such independent directors. During the year under review the following director due to preoccupation resigned from the Board of the company, Mr. Mukhtar Singh, Director of the Company resigned from the Board on 30/09/2014.

6. RETIRE BY ROTATION:

None of the Directors are liable to be retire by rotation this year as per the Article of Articles of the Company and Sub-Section 6 and 7 of Section 152 of Companies Act, 2013.

7. BOARD EVALUATION

Clause 49 of the Listing Agreement mandates that the Board shall monitor and review the Board evaluation

framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its

own performance and that of its committees and individual directors. Schedule IV of the Companies Act, 2013

states that the performance evaluation of independent directors shall be done by the entire Board of Directors,

excluding the director being evaluated.

The evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework

adopted by the Board. The evaluation process has been explained in the corporate governance report section in

this Annual Report. The Board approved the evaluation results as collated by the nomination and remuneration

committee.

8. NUMBER OF MEETINGS OF THE BOARD

The Board met 8 times during the financial year, the details of which are given in the corporate governance report

that forms part of this Annual Report. The intervening gap between any two meetings was within the period

prescribed by the Companies Act, 2013.

9. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The current policy is to have an appropriate mix of executive and independent directors to maintain the

independence of the Board and separate its functions of governance and management. As on March 31, 2015, the

Board consists of 3 members. Out of which one is the Managing Director, two Independent Directors out of two

independent directors one is independent Woman Director on the Board of the Company.

The policy of the Company on directors' appointment and remuneration, including criteria for determining

qualifications, positive attributes, independence of a director and other matters provided under Subsection (3) of

Section 178 of the Companies Act, 2013, adopted by the Board, are stated in this Board report. We affirm that the

in any remuneration will be paid to in future to the directors will be as per the terms laid out in the nomination

and remuneration policy of the Company.

10. TRAINING OF INDEPENDENT DIRECTORS

Every new independent director of the Board attended an orientation program. To familiarize the new inductees

with the strategy, operations and functions of our Company, the executive directors / senior managerial

personnel make presentations to the inductees about the Company's strategy, operations, product and service


10

offerings, markets, software delivery, organization structure, finance, human resources, technology, quality,

facilities and risk management.

The Company has organized the following workshops for the benefit of Directors and Independent Directors:

(a) a program on how to review, verify and study the financial reports;

(b) a program on Corporate Governance;

(c) provisions under the Companies Act, 2013; and

(d) SEBI Insider Trading Regulation, 2015.

Further, at the time of appointment of an independent director, the Company issues a formal letter of

appointment outlining his/her role, functions, duties and responsibilities as a director.

11. COMMITTEES OF THE BOARD

Currently, the Board has five committees:

1. Audit Committee,

2. Nomination and Remuneration Committee,

3. Stake Holders Relationship Committee,

4. Share Transfer Committee,

5. Risk Management Committee.

A detailed note on the Board and its committees is provided under the corporate governance report section in

this Annual Report.

12. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each independent director under Section 149(7) of the

Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the

Companies Act, 2013 and Clause 49 of the Listing Agreement.

13. INDEPENDENT DIRECTORS DECLARATIONS

In the opinion of the Board, the independent directors are, individually, person of integrity and possess relevant

expertise and experience.

The Independent Directors under section 149(6) of the Companies Act, 2013 declared that:

1. They are not a promoter of the Company or its holding, subsidiary or associate company;

2. They are not directors in the company, its holding, subsidiary or associate company.

3. The independent Directors have/had no pecuniary relationship with company, its holding, subsidiary

or associate company, or their promoters, or directors, during the two immediately preceding financial

years or during the current financial year;

4. None of the relatives of the Independent Directors have or had pecuniary relationship or transaction

with the company, its holding, subsidiary or associate company, or their promoters, or directors,

amounting to two percent. or more of its gross turnover or total income or fifty lakh rupees or such

higher amount as may be prescribed, whichever is lower, during the two immediately preceding

financial years or during the current financial year;

5. Independent Director, neither himself nor any of his relatives—

holds or has held the position of a key managerial personnel or is or has been employee of the company

or its holding, subsidiary or associate company in any of the three financial years immediately

preceding the financial year in which he is proposed to be appointed;


11

is or has been an employee or proprietor or a partner, in any of the three financial years immediately

preceding the financial year in which he is proposed to be appointed, of—

a firm of auditors or company secretaries in practice or cost auditors of the company or its

holding, subsidiary or associate company; or

14. DIRECTORS' RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 134(3) (c) OF THE COMPANIES

ACT, 2013

The financial statements are prepared in accordance with the Generally Accepted Accounting Principles (GAAP)

under the historical cost convention on accrual basis.

GAAP comprises mandatory accounting standards as prescribed under Section 133 of the Companies Act, 2013

('the Act'), read with Rule 7 of the Companies (Accounts) Rules, 2014, the provisions of the Act (to the extent

notified) and guidelines issued by the Securities and Exchange Board of India (SEBI).

There are no material departures from prescribed accounting standards in the adoption of these standards. The

directors hereby confirm that:

1. In preparation of the annual accounts for the financial year ended March 31, 2015, the applicable accounting standards have been followed.

2. The directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period.

3. The directors have taken proper and sufficient care towards the maintenance of adequate accounting records in

accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. The directors have prepared the annual accounts on a going concern basis.

5. The directors have laid down internal financial controls, which are adequate and are operating effectively.

The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively

15. AUDIT REPORT & ACCOUNTS

No qualification by the Auditor has been recommended.

16. PARTICULARS OF EMPLOYEE

Particulars of employees required to be furnished under section 217(2A) of the Companies Act, 1956 read

with the Companies (Particulars of Employees) Rules, 1975, as amended in 2011 to this report are – Nil

17. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNING & OUTGO

In view of the nature of activities which are being carried on by the Company, the particulars as prescribed

under section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the

Report of the Board of Directors) Rules, 1988 regarding Conservation of Energy And Technology Absorption

are not applicable to the Company. The Company mainly deals in domestic market and has NIL sales on account of exports, thereby resulting NIL

foreign exchange earnings and outgo during the accounting Year 2014-15.


12

18. DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to section 217(2AA) we state –

i) That in the preparation of the annual accounts the applicable accounting standards has been followed

and there is no material departure:

ii) That your directors had selected such accounting policies and applied them consistently and made

judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of

affairs of the company at the end of the accounting year and of the profit or loss of the company for that

year;

iii) That your directors had taken proper and sufficient care for the maintenance of adequate accounting

records in accordance with the provisions of this act for safeguard the assets of the company and for

preventing and detecting fraud and other irregularities and

iv) That your directors had prepared the annual accounts on a going concern basis.

19. AUDITORS STATUTORY AUDITORS

M/s. Agarwal Desai And Shah, Chartered Accountants(FRN: 124850W) are Propose to be appointed as

statutory auditors of the Company to hold office till the conclusion of the Annual General Meeting to be held

in the calendar year 2018. In this regard, the Company has received a certificate from the auditors to the

effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the

Companies Act, 2013.

20. SECRETARIAL AUDITOR

Mr. Anand Khandelia, Practicing Company Secretaries was appointed to conduct the secretarial audit of the

Company for the financial year 2014-15, as required under Section 204 of the Companies Act, 2013 and Rules

thereunder. The secretarial audit report for FY 2014-15 forms part of the Annual Report and part of the Board's

report as “Annexure-1”.

21. PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All related party transactions that were entered into during the financial year were on arm's length basis and

were in the ordinary course of the business. There are no materially significant related party transactions made

by the company with Promoters, Key Managerial Personnel or other designated persons which may have

potential conflict with interest of the company at large.

22. SUBSIDIARY COMPANIES

The Company does not have any subsidiary hence AOC-1 for details of Subsidiary Company information has not

attached separately.

23. CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all

employees in the course of day to day business operations of the company. The Company believes in “Zero

Tolerance” against bribery, corruption and unethical dealings/behaviours of any form and the Board has laid


13

down the directives to counter such acts. The Code has been posted on the Company's website

www.suryainduscorp.com

The Code lays down the standard procedure of business conduct which is expected to be followed by the

Directors and the designated employees in their business dealings and in particular on matters relating to

integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance

through examples on the expected behavior from an employee in a given situation and the reporting structure.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All

Management Staff were given appropriate training in this regard.

24. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a vigil mechanism named Fraud and Risk Management Policy to deal with instance of fraud and

mismanagement, if any, in staying true to our values of Strength, Performance and Passion and in line with our

vision of being one of the most respected companies in India, the Company is committed to the high standards of

Corporate Governance and stakeholder responsibility.

The Company has a Fraud Risk and Management Policy to deal with instances of fraud and mismanagement, if

any. The FRM Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no

discrimination will be meted out to any person for a genuinely raised concern.

A high level Committee has been constituted which looks into the complaints raised. The Committee reports to

the Audit Committee and the Board.

25. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in

securities by the Directors and designated employees of the Company. The Code requires pre-clearance for

dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the

designated employees while in possession of unpublished price sensitive information in relation to the Company

and during the period when the Trading Window is closed. The Board is responsible for implementation of the

Code.

All Board of Directors and the designated employees have confirmed compliance with the Code.

26. SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going

concern status and Company's operations in future.

27. CORPORATE GOVERNANCE

As per the directions of SEBI, Bombay Stock Exchange Ltd., and the other Stock Exchanges where securities of

the Company is listed accordingly the company has been adhering to the directions and guidelines as

required.

The report on the code of corporate governance is annexed separately in this Annual report.

28. EXTRACT OF ANNUAL RETURNS

In accordance with Section 134(3) (a) of the Companies Act, 2013, an extract of the annual return is annexed as

“Annexure – 2”.



14

1. The Paid up capital of the Company is Rs. 13,83,27,500/- consisting of 1,38,32,750 equity shares of face value of

Re.10/- each.

2. The Board of Directors of the company consists of 3 Directors namely Mr. Pratik kumar Mehta Managing

Director, Ms. Bhavi Jitendra Sanghavi Independent Director, Mr. Naitikkumar Shah Independent Director

of the Company.

3. The secured debt of the company is Nil.

4. The Promoters holding is consists of 11,11,358 equity shares of Rs.10/- each amounting to 9.01%.

5. There was no un-paid dividend during the year.


Registered office: Sd/- B-9, Industrial Estate, Pratikkumar Sharadkumar Mehta Partapur, Meerut, Managing Director Uttar Pradesh – 250 103 Place: Surat

CIN : L15311UP1988PLC010285 Date: 14-08-2015


15

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and analysis report on the business of the company as applicable and to the extent

relevant is given below:

Your company is engaged in trading of gems and Jewellery and dealing in Diamonds and colored stones (precious, semi precious and synthetic), Pearls, Jewellery (Plain gold, studded, silver) products. Presently the major income of the company has came from the trading of Diamonds. OPPORTUNUITY

Company is planning to explore in Gems and Jewellery industry, The Gems and Jewellery sector is among the

largest and leading market in the world. Gems and Jewellery have epitomized heritage, aesthetics, culture and

social status throughout the world across time. The gems and jewellery sector can be categorized into the

following sub sectors:

* Gemstones : Diamonds and colored stones (precious, semi precious and synthetic) * Jewellery : Plain gold, studded, silver * Pearls

DISCUSSION ON FINANCIAL PERFOMANCE WITH RESPECT TO OPERATIONAL PERFOMANCE

The financial statement has been prepared in accordance with the requirement of the Companies Act, 2013 and

applicable accounting standards issued by the Institute of Chartered Accountants of India. The details of the

financial performance of the Company are appearing in the Balance Sheet, Profit & Loss Accounts and other

financial statements forming part of this annual report. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has proper and adequate internal control system commensurate with the size of the business

operations. The audit committee reviews the implementation of management policies to ensure that transaction

has been accurately recorded and promptly reported. HUMAN RESOURCE DEVELOPMENT

The Company regards its human resources as amongst its most valuable assets and proactively reviews policies

and processes by creating a work environment that encourager initiative, provides challenged and opportunities

and recognizes the performance and potential of its employees attracting and retaining the best manpower

available by providing high degree of motivation.

Your Company believes in trust, transparency & teamwork to improve employees productivity at all levels.

CAUTION STATEMENT

Investors are cautioned that this discussion contain ns statements that involve risks and uncertainties. Words like

anticipate, believe, estimate, intend, will, expect and other similar expressions are intended to identify such

forward looking statements. The Company assumes no responsibility to amend, modify or revise any forward

looking statements, on the basis of any subsequent developments, information or events. Besides, the Company

cannot guarantee that these as assumptions and expectations are accurate or will be realized and actual results,

performance or achievements could thus differ materially from those projected in any such forward looking

statements.


16

“Annexure-1”

MR-3

SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31ST MARCH 2015

[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and

Remuneration Personnel) Rules, 2014]

To,

The Members,

Surya Industrial Corporation Limited

Meerut

I have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to

good corporate practices by M/s. Surya Industrial Corporation Limited (hereinafter called the Company).

Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate

conducts / statutory compliances and expressing my opinion thereon.

I have examined the books, papers, minute books, forms and returns filed and other records maintained by the

Company for the financial year ended on March 31, 2015 according to the provisions of:

1. The Companies Act, 2013 (the Act) and the rules made thereunder and certain provisions of Companies Act, 1956

and rules made thereunder;

2. The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the rules made thereunder;

3. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

4. Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Foreign

Direct Investment and Overseas Direct Investment;

5. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992

('SEBI Act'):

a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992;

c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;

d) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993

regarding the Companies Act and dealing with client;

e) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase

Scheme) Guidelines, 1999 (Not Applicable to the Company during the Audit Period); other laws applicable

specifically to the Company namely:

6. Information Technology Act, 2000 and the rules made thereunder;

7. Secretarial Standards issued by The Institute of Company Secretaries of India.

I have also examined compliance with the applicable clauses of the Listing Agreements entered into by the Company

with the Bombay Stock Exchange Limited.


17

I report that, during the year under review, the Company has complied with the provisions of the Acts, rules,

regulations and guidelines mentioned above.

I further report that, there were no actions / events in pursuance of:

1. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;

2. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; and

3. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998, requiring compliance

thereof by the Company during the financial year and the Secretarial Standards issued by The Institute of Company

Secretaries of India were not applicable during the year.

Further based on my verification of the Company's books, papers, minute books, forms and returns filed and other

records maintained by the Company and also the information provided by the Company, its officers, agents and

authorized representatives during the course and conduct of Secretarial Audit, I hereby report that in my opinion, the

Company has, during the audit period covering the financial year ended on March 31, 2015 complied with the

statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance

mechanism in place to the extent, in the manner as required under the various provisions of Companies Act, 2013,

SEBI Act, 1992 and all other laws and applicable provisions there under.

I further report that, based on the information provided by the Company, its officers and authorized representatives

during the conduct of the audit, and also on the review of quarterly compliance reports by respective department

heads / CEO taken on record by the Board of Directors of the Company, in my opinion, adequate systems and

processes and control mechanism exist in the Company to monitor and ensure compliance with applicable general

laws.

I further report, that the compliance by the Company of applicable financial laws, like direct and indirect tax laws, has

not been reviewed in this Audit since the same have been subject to review by statutory financial audit and other

designated professionals.

I further report that, the Board of Directors of the Company is duly constituted with proper balance of Executive

Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of

Directors that took place during the period under review were carried out in compliance with the provisions of

Clause 49 of Listing Agreements and Companies Act, 2013.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were

sent at least seven days in advance to all Directors, and a system exists for seeking and obtaining further information

and clarifications on the agenda items before the meeting and for meaningful participation at the meeting. As per the

minutes of the meetings duly recorded and signed by the Chairman, the decisions of the Board were unanimous and

no dissenting views have been recorded.

I further report that, there are adequate systems and processes in the Company commensurate with the size and

operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.


18

I report further that, during the audit period, except for the issue of equity shares on a preferential basis in

compliance with the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)

Regulations, 2009, there were no other specific events / actions in pursuance of the above referred laws, rules,

regulations, guidelines, etc., having a major bearing on the Company's affairs.

Place: Kolkata For Mr. Anand Khandelia

Date: 12/08/2015

Sd/-

Anand Khandelia

Practicing Company Secretary

C.P. No. 5841


19

“Annexure-2”

FORM NO. MGT-9 EXTRACT OF ANNUAL RETURN

As on financial year ended 31.03.2015

Pursuant to Section 92(3) of the Companies act, 2013 read with The Companies (Management and Administration) Rules, 2014

A. REGISTRATION AND OTHER DETAILS:

CIN L15311UP1988PLC010285

Registration Date: 13/12/1988

Name of the Company: SURYA INDUSTRIAL CORPORATION LIMITED

Category / Sub-Category of the Company Public Company /Limited by share

Address of the Registered office and contact details:

B-9 INDUSTRIAL ESTATE, PARTAPUR, MEERUT, Uttar Pradesh- 250103 Tel. No.: 0121-2440658, Email: [email protected] Website: www.suryainduscorp.com

Whether listed company YES 1. Bombay Stock Exchange 2. Delhi Stock Exchange 3. The Jaipur Stock Exchange 4. Uttar Pradesh Stock Exchange 5. The Stock Exchange Ahmedabad

Name, Address and Contact details of Registrar and Transfer Agent, if any

Skyline Financial Services Pvt. Ltd ,D-153-A, 1st Floor, Okhla Industrial Area, Phase-I, New Delhi,Delhi,110020 Tel. : 011 - 26812682 / 83 & 64732681 to 88 Email : [email protected] Website : www.skylinerta.com

B. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY:

Sr. No.

Name and Description of main products / services

NIC Code of the Product/ service% to total turnover of the company

% to total turnover of the company

a. Trading of Diamonds - 97.99

C. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

Sr. No. Name and address of the company

CIN/GLN Holding/Subsidiary/Associate

% of shares held

A NA


20

%

Change during

the year

Demat Physical Total % of Total

Shares

Demat Physical Total % of Total

Shares

0 415083 415083 9.29% 1111358 0 1111358 9.01% 0

0 0 0 0

0 0 0 0 0 0

0 0 0 0

0 0 0 0 0 0

0 0 0 0 0

0 415083 415083 9.29% 1111358 0 1111358 9.01% 0

0 0 0 0 0 0 0 0 0

0 0 0 0 0 0

0 0 0 0 0 0 0 0 0

0 0 0 0 0 0 0 0 0

0 0 0 0 0 0 0 0 0

0 0 0 0 0 0 0 0 0

0 0 0 0 0 0

0 0 0 0 0 0 0 0 0

0 415083 415083 9.29% 1111358 0 1111358 9.01%

0 0 0 0 0 0 0

0 0 0 0 0 0 0

0 0 0 0 0 0 0

0 0 0 0 0 0 0

0 0 0 0 0 0 0

0 0 0 0 0 0 0

0 0 0 0 0 0 0

0 0 0 0 0 0 0

0 0 0 0 0 0 0

0 0 0 0 0 0 0

Category of

ShareholdersNo. of Shares held at the beginning of the year 01/04/2014 No. of Shares held at the end of the year 31/03/2015

A. PROMOTER'S

D. SHARE HOLDING PATTERN

i) Category-wise Share Holding

(e). FIINS / BANKS.

(f). Any Other

Sub-total (A) (1):-

(2). FOREIGN

(a). Individual NRI / For Ind

(1). INDIAN

(a). individual

(b). Central Govt.

(c). State Govt(s).

(d). Bodies Corpp.

Sub-total (A) (2):-

Total shareholding

of Promoter (A) =

(B) (1). PUBLIC

SHAREHOLDING

(b). Other Individual

(c). Bodies Corporates

(d). Banks / FII

(e). Qualified Foreign

Investor

(f). Any Other Specify

(g). FIIs

(h). Foreign Venture

Capital Funds

(i). Others (specify)

Sub-total (B)(1):-

(a). Mutual Funds

(b). Banks / FI

(c). Central Govt.

(d). State Govt.

(e). Venture Capital Funds

(f). Insurance Companies


21

(ii) Shareholding of Promoters

Sr. No.

Shareholder’s Name

Shareholding at the beginning of the year 01/04/2014

Share holding at the end of the Year 31/03/2015

No. of Shares

% of total

Shares of the

company

%of Shares

Pledged / encumbered to total

shares

No. of Shares % of total Shares of

the company

%of Shares

Pledged / encumbered to total

shares

1 Vikas Jain 1,833 0.04% 0 0 0 0

2 Vivek Jain 4,13,250 9.25% 0 0 0 0

3 Pratik Sharadkumar Mehta 0 0 0 1,11,048 0.90% 0

4 Kaushal Dineshchandra Vadecha 0 0

0 1,20,000 0.97%

0

5 Nikhil Champaklal Shah 0 0 0 3,48,810 2.83% 0

6 Aruna Naresh Satunda 0 0 0 5,28,500 4.29% 0

7 Pratikkumar Sharad kumar Mehta 0 0

0 3,000 0.02%

0

Total 4,15,083 9.29% 11,11,358 9.01%

5364870

535987 12.00% 281917 500 282417 2.29%0

0 0 0 0 0 0 0.00% 0

0 0 0 0 0 0 0.00% 0

0 0 0 0 0 0 0.00% 0

487555 191600 679155 15.21% 496531 180067 676598 5.49%

0

2399260 123167 2522427 56.48% 9700088 0 9700088 78.66%

0

0 0 0 0.00% 0

15206 0 15206 0.34% 15206 0 15206 0.12% 0

0 0 0 0 00 0.00%

0

0 0 0 0 0 0 0.00% 0

1970

197 0.00%0 0 0

0.00%0

298145 0 298145 6.68% 546033 0 546033 4.43% 0

0 0 0 0 0 0 0.00% 0

0

3736850 314767 4051117 90.71% 11039775 180567 11220342 90.99% 0

3736850 314767 4051117 90.71% 11039775 180567 11220342 90.99% 0

0 0 0 0 0 0 0.00% 0

3736850 729850 4466200 100% 12151133 180567 12331700 100.00% 0

(ii) Individual shareholders

holding nominal share

capital in excess of Rs.1

lakh

(c). Other (specify)

Non Resident Indians

Overseas Corporate Bodies

Foreign Nationals

Clearing Members & Trust

2. Non-Institutions

(a). BODIES CORP.

(i). Indian

(ii). Overseas

(b). Individuals

(i) Individual shareholders

holding nominal share

capital upto Rs.1 lakh

Grand Total

(A+B+C)

Hindu Undivided Families

Foreign Boodies - D R

Sub-total (B)(2):-

Total Public Shareholding

(B)=(B)(1)+ (B)(2)

C. Shares held by

Custodian for GDRs &


22

(iii) Change in Promoters’ Shareholding (please specify, if there is no change)

Sr. No.

Shareholder’s Name


Share holding at the end of the Year 31/03/2015

No. of Shares at the beginning (01-04-2014) / end of the yrar (31-03-2015)

% of total Shares of the company

Date Increasing / Decreseing in shareholding

Reson No. of Shares

% of total Shares of the company]

1 Vikas Jain 1,833 0.04% 1.4.2014 -1,833 Open Offer

0 0%

2 Vivek Jain 4,13,250 9.25% 1.4.2014 -4,13,250 Open Offer

0 0%

3 Pratik Sharadkumar Mehta

0 0% 11.07.2014 +1,11,048 Open Offer

1,11,048 0.90%

4 Kaushal Dineshchandra Vadecha

0 0% 11.07.2014 +1,90,000 Open Offer

1,20,000

0.97%

05.09.2014 -70,000 sales

5 Nikhil Champaklal Shah

3,45,610 2.80% 11.07.2014 +3,200 Open Offer

3,48,810 2.83%

6 Aruna Naresh Satunda

0 0% 11.07.2014

+ 205000

Open Offer

5,28,500 4.29%

18.07.2014 +3,23,500 Purchase

7 Pratikkumar Sharadkumar Mehta

0 0% 15.08.2014 +3,000 Purchase 3000 0.02%

(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs):

SURYA INDUSTRIAL CORPORATION LTD. Detail of Top 10 Shareholders as on 31-03-15 transacted during the period of 01-04-14 to 31-03-15 (Other Than

Promoters)

Date

Increase /

Decrease in

Sharehol

Reason

Sr.No.

Name Shareholding Cumulative Shareholding during the year (01-04-14

to 31-03-15)


23

No of Shares at the Beginning (01-04-14) /end of the Year (31-03-15)

% of total shares of the Company

ding No of Shares at the Beginning (01/04/14)/end of the Year (31/03/15)

% of total shares of the Company

1 MUKESHKUMAR BHAYABHAI PATEL 0 0.00 31/03/2014

31/12/2014 2400000 Purchase 2400000 19.46 2400000 19.46 31/03/2015 2400000 19.46 2 HIMATBHAI

BABUBHAI SORATHIA 0 0.00 31/03/2014 0.00

31/12/2014 2400000 Purchase 2400000 19.46 2400000 24.00 31/03/2015 2400000 19.46 3 SAMIRKUMAR

KANUBHAI SHAH 373400 3.03 31/03/2014 0.00

0 No Movement

373400 3.03 31/03/2015 373400 3.03 4 JIGAR

KANUBHAI SHAH 360000 2.92 31/03/2014

0 No Movement

360000 2.92 31/03/2015 360000 2.92 5 ADARSH

KANUBHAI SHAH 360000 2.92 31/03/2014

0 No Movement

360000 2.92 31/03/2015 360000 2.92 6 MITESH

RANCHHODBHAI MOVALIYA 0 0.00 31/03/2014

31/12/2014 320000 Purchase 320000 2.59 320000 2.59 31/03/2015 320000 2.59


24

7 MANOJ PARSOTTAMBHAI MOVALIA 0 0.00 31/03/2014

31/12/2014 320000 Purchase 320000 2.59 320000 2.59 31/03/2015 320000 2.59 8 ALPESHKUMA

R GOKALBHAI KOTADIA 0 0.00 31/03/2014

31/12/2014 320000 Purchase 320000 2.59 320000 2.59 31/03/2015 320000 2.59 9 SANJAYKUMA

R PARSHOTTAMBHAI MO 0 0.00 31/03/2014

31/12/2014 320000 Purchase 320000 2.59 320000 2.59 31/03/2015 320000 2.59 10 SWAPN SHAH 0 0.00 31/03/2014 31/12/2014 200000 Purchase 200000 1.62 200000 1.62 31/03/2015 200000 1.62

(v) Shareholding of Directors and Key Managerial Personnel:

Sr. No.

Shareholding of each Director and key

Managerial Personnel


Cumulative Shareholding during the year 31/03/2015

No. of shares % of total shares of the company

No. of shares

% of total shares of the company

NA NA NA NA NA

V. INDEBTEDNESS Indebtedness of the Company including interest outstanding/accrued but not due for payment:

Secured Loans excluding deposits

Unsecured Loans

Deposits Total Indebtedness

Indebtedness at the beginning of the financial year i) Principal Amount ii) Interest due but not paid iii) Interest accrued but not due

- - - -

Total (i+ii+iii)


25

Change in Indebtedness during the financial year • Addition • Reduction

- - - -

Net Change

Indebtedness at the end of the financial year i) Principal Amount ii) Interest due but not paid iii) Interest accrued but not

- - - -

Total (i+ii+iii) - - - -

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

Sl.No. Particulars of Remuneration Name of Managing Director Manager

Total Amount

NA NA

1 Gross salary

(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961

-

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961 -

(c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961

-

2 Stock Option -

3 Sweat Equity -

4 Commission -

- as % of profit -

- others, specify… -

5 Others, please specify -

Total (A)

Ceiling as per the Act -

B. Remuneration to other directors:

Sl.no. Particulars of Remuneration Name of Directors Manager

Total Amount

1. Independent Directors

•Fee for attending board / committee meetings 12000 12000

• Commission -

• Others, please specify -


26

Total (1) 12000 12000

2. Other Non-Executive Directors -

•Fee for attending board / committee meetings -

• Commission -

• Others, please specify -

Total (2) -

Total (B)=(1+2) 12000 12000

Total Managerial Remuneration -

Overall Ceiling as per the Act -

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD:

Particulars of Remuneration Key Managerial Personnel

Company Secretary

Total

1 Gross salary (a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961

- -

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961 - -

(c) Profits in lieu of salary under section 17(3) Income- tax Act, 1961 - -

2 Stock Option - -

3 Sweat Equity - -

4 Commission - as % of profit - others, specify…

- -

Others, please specify - -

Total - -

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type Section of the Companies Act

Brief Description

Details of Penalty / Punishment/ Compounding fees imposed

Authority [RD / NCLT/ COURT]

Authority [RD / NCLT/ COURT]

A. COMPANY : NOT APPLICABLE

Penalty

Punishment

Compounding

B. DIRECTORS: NOT APPLICABLE

Penalty


27

Punishment

Compounding

C. OTHER OFFICERS IN DEFAULT: NOT APPLICABLE

Penalty

Punishment

Compounding


28

REPORT ON CORPORATE GOVERNANCE

Corporate Governance is a term that refers broadly to the rules, processes, or laws by which businesses are

operated, regulated, and controlled. The term can refer to internal factors defined by the officers, stockholders or

constitution of a corporation, as well as to external forces such as consumer groups, clients, and government

regulations. The Corporate Governance is a key element in enhancing investor confidence, promoting

competitiveness and ultimately improving economic growth.

The objective of Corporate Governance is “Enhancement of long term shareholders value and ensuring the

protection of rights of the shareholders” and your company reiterates its commitment to good Corporate

Governance.

COMPANY'S PHILOSOPHY ON CORPORATE GOVERNANCE The Company policy on Corporate Governance is attainment of the highest levels of transparency, accountability

and equity in all facets of its operations. Good Corporate Governance therefore, embodies both enterprise

(performance) and accountability (performance). BOARD OF DIRECTORS

(i) Composition of the Board

The Board of Directors consists of one Promoter Directors and Two Non – Executive/Independent Directors.

None of the Directors on the board are member on more than 10 committees and chairman of more than 5

committees (as specified in clause 49 of the Listing agreement), across all the company in which they are

Directors. The directors have made the necessary disclosures regarding committee memberships.

The composition of the Board and other relevant details relating of Directors as on 31st March, 2015 are

given below:

SR. NO. NAME OF DIRECTORS CATEGORY

1

Mr. Pratikkumar Mehta Managing Director

2

Mr. Naitikkumar Shah Independent Director

3 Ms. Bhavi Jitendra Sanghavi Independent Director

(ii) Number of Board Meetings held and attended by Directors

During the year under review 8 meetings of the Board of Directors were held and gap between two

meetings did not exceed four months. The date of which Board meetings were held are as follows:

16/05/2014, 07/06/2014, 11/06/2014, 09/08/2014, 12/09/2014, 20/10/2014, 13/12/2014, 14/02/2015.


29

The Details of Board of Directors Meeting Held during the Financial Year 2014– 2015:

Sr. No. Date of Board

Meetings Board Strength

No. Of. Directors Present At Board Meetings

1 16-May-14 4 4

2 07-Jun-14 4 3

3 11-Jun-14 4 3

4 09-Aug-14 4 3

5 12-Sep-14 4 2

6 20-Oct-14 3 2

7 13-Dec-14 3 2

8 14-Feb-15 3 3

Attendance of Directors at the 31st Annual General Meeting for the Financial Year 2013-2014

The Attendance of Directors at the Last Annual General Meeting which was held on 30th September, 2014 for the financial year 2013-2014:

SR. NO. NAME OF DIRECTORS ATTENDENCE AT AGM

1

Mr. Pratikkumar Mehta N

2

Ms. Bhavi Jitendra Sanghavi N

3 Mr. Mukhtar Singh

N

4 Mr. Naitikkumar Shah

P

COMMITTEES OF THE BOARD The Company has five committees viz: 1. Audit Committee, 2. Nomination and Remuneration Committee, 3. Stake Holders Relationship Committee, 4. Share Transfer Committee, 5. Risk Management Committee The decisions relating to the constitution of committees, appointment of members and fixing of terms of service for committee members are taken by the Board of Directors.


30

1. AUDIT COMMITTEE

The term of reference of this committee cover the matter specified for Audit Committee under clause 49 of the Listing Agreement. The current Audit Committee of the Company comprises three Directors, who possess knowledge of the corporate finance & accounts. The constitution of the Audit Committee is as follows:-

Name of Director Designation Category

Ms. Bhavi Jitendra Sanghavi Chairman Independent Director

Mr. Naitikkumar Shah Member Independent Director

Mr. Pratikkumar Mehta Member Managing Director

* Mr. Mukhtar Singh has ceased to be a Director / Member w.e.f. 30-09-2014.

During the year under review, 4 Audit Committee meetings were held on Date 16-05-2014, 09-08-2014, 20-

10-2014 and 14-02-2015. Details of attendance of each director and attended meetings of the Company are

as follows:

Name of Director Designation No. of Meeting No. of Meetings Held Attended

Ms. Bhavi Jitendra Sanghavi Chairman 4 4

Mr. Naitikkumar Shah Member 4 4

Mr. Pratikkumar Mehta Member 4 3

Quarterly results of the company are reviewed and duly approved by the Committee.

2. NOMINATION AND REMUNERATION COMMITTEE:

The objective of Nomination and Remuneration Committee is to assess the remuneration payable to our Managing Director/Whole Time Directors; sitting fee payable to our Non Executive Directors; remuneration policy covering policies on remuneration payable to our senior executives.

The constitution of the Nomination and Remuneration Committee is as follows:-





ROLE OF THE COMMITTEE:

The role of Nomination and Remuneration Committee is as follows: 1) determining/recommending the criteria for appointment of Executive, Non-Executive and Independent

Directors to the Board;


31

2) determining/recommending the criteria for qualifications, positive attributes and independence of Directors; 3) identifying candidates who are qualified to become Directors and who may be appointed in Senior Management

and recommending to the Board their appointment and removal; 4) reviewing and determining all elements of remuneration package of all the Executive Directors, i.e. salary,

benefits, bonus, stock options, pension, etc; 5) reviewing and determining fixed component and performance linked incentives for Directors along with the

performance criteria; 6) determining policy on service contracts, notice period, severance fees for Directors and Senior Management; 7) evaluating performance of each Director and performance of the Board as a whole;

3. STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Committee deals with various matters relating to the transmission of shares, issue of duplicate share certificates, approving the split and consolidation requests and other matters including Shareholder's Complaints and Grievance.

The Present Stake Holders Relationship Committee consists of:





4. SHARE TRANSFER COMMITTEE:

The Board has delegated the powers to a committee to approve transfer/transmission of shares and attend to all other matters related thereto.

The Present Share Transfer Committee consists of:


Mrs. Bhavi Jitendra Sanghavi Chairman Independent Director



5. RISK MANAGEMENT COMMITTEE:

The Company has a well-defined risk management framework in place. The committee ensures that by following the regulatory norms, the company effectively manages the risks and has a focused Risk Management monitoring in place.

The Present Risk Management Committee consists of:-


Mrs. Bhavi Jitendra Sanghavi Chairman Independent Director




32

GENERAL BODY MEETING (AGM):

YEAR DATE VENUE TIME

2014 09-09-2014 Hotel Madhur Regency, Rama Plaza Western

Kutchery Road, Meerut Uttar Pradesh (Central)

09:30 a.m.

2013 09-11-2013 B-9, Industrial Estate, Partapur, Meerut 4.00 p.m.

Uttar Pradesh – 250 103

2012 31-12-2012 B-9, Industrial Estate, Partapur, Meerut 10.30 a.m. Uttar Pradesh – 250 103

EXTRA-ORDINARY GENERAL MEETING:

1. Extra Ordinary General Meeting was held on 09/10/2014 at 11 a.m. at 120-121, Swati Chambers, Gaemandi main road, Surat during the year. However, shareholders approval was taken for allotment of Equity shares on preferential basis. RESOLUTION BY POSTAL BALLOT:

1. Resolutions passed by way of postal Ballot for sale of assets u/s 293(1)(a) of the Act, and results of which were declared to the shareholders and exchanges by Chairman on October 27, 2012. 2. Resolution passed by way of postal ballot u/s 110 of Companies Act, 2013 and result of which were declared to the shareholders and exchange by Chairman on February 2, 2015 and get approval on the following matters:

Shifting of Registered Office from the State of Utter Pradesh to Gujrat

Amendment to Main Object of the Memorandum of Association.

DISCLOSURES:

STATUTORY DISCLOSURES:

Transactions of material nature have been entered into by the company with the promoters, directors, their related companies, firms, subsidiaries or relatives etc. in relation to this the disclosure as per accounting standard 18 has been annexed with the balance sheet. RELATED PARTY TRANSACTIONS:

The Board of Directors receives from time to time disclosures relating to financial and commercial transactions from key managerial personnel of the company where they and / or their relatives have personal interest. There are no materially significant related party transactions, which have potential conflict with the interest of the Company at large.

The details of the Related Party Transactions are placed before and reviewed by the Company's Audit Committee.

The Company has complied with the requirements of the Stock Exchanges/ Securities and Exchange Board of

India / Statutory Authorities on all matters relating to capital markets, during the last three years.

RISK MANAGEMENT:

The company has in place a Risk Management policy, which lays down a robust and dynamic process for identification and mitigation of risks. This policy has been adopted by the Audit Committee as well as the Board of Directors of the Company. The Audit Committee reviews the risk management and mitigation plan from time to time.


33

MEANS OF COMMUNICATION: (a) Quarterly results: The Unaudited quarterly results are announced within 45 days from the end of the quarter, as stipulated under the listing agreement with the Bombay Stock Exchange Limited & Other Stock Exchanges where the Securities of the Company is registered. (b) Newspapers wherein normally published: Yes (c) Any Website, wherein displayed: Yes (www.suryainduscorp.com ) GENERAL SHAREHOLDER INFORMATION:

(a) AGM date, time and venue:

Annual General Meeting will be held on Wednesday, the 30th September, 2015 at 9:00 A.M. at the HOTEL MADHUR REGENCY, RAMA PLAZA, WESTERN KUNTCHERY ROAD, MEERUT, UTTAR PRADESH - 250001 9:30 A.M. Copy of Notice of Annual General Meeting and Annual Report are available on Company Website. www.suryainduscorp.com

(a) Date of Book Closure: 24th September, 2015 to 29th September, 2015 (Both days Inclusive)

(b) Financial Year: 1st April to 31st March.

(c) Tentative Calendar for financial year 1st April, 2015 to 31st March , 2016: The tentative dates of meeting of Board of Directors for consideration of quarterly financial results for the financial year ending 31st March, 2016 are as follows:

(d) Stock Exchanges where securities are listed.

Company’s Securities are listed at:

1. Bombay Stock Exchange, Mumbai, Phiroze Jeejeebhoy Tower, Dalal Stree, Mumbai – 400001

2. The Delhi Stock Exchange, Delhi, DSE House, 3/1 Asaf Ali Road, New Delhi – 110002

3. The Stock Exchange, Ahmedabad, Kamdhenu Complex, Opp. Sahajanand College Near Panajara Pole

Ambawadi, Ahmedabad – 380015

4. The Jaipur Stock Exchange, JSEL Building, J.L.N Marg, Malviyanagar Jaipur, Rajasthan – 302001

5. The Uttar Pradesh Stock Exchange, Padam Towers, 14/113, vivil Lines Kanpur – 208001

(e) Stock code: 531262 (BSE Ltd.)

(f) ISIN: INE060N01019

Financial Result for the Quarter Ended 30th June, 2015 14th August, 2015

Financial Result for the Quarter and half year Ended 30th Sebtember, 2015 14th November, 2015 Financial Result for the Quarter Ended 31st December, 2015 14th February, 2016 Financial Result for the Quarter and year Ended 31st March, 2015 30th May, 2016




34

(g) Corporate Identity Number : L36912UP1988PLC010285

(h) Registrar and Transfer Agent:

Skyline Financial Services Private Limited D-153, 1st Floor, Okhla Industrial Area, Phase – I New Delhi – 110020 011 - 26812682 / 83 & 64732681 to 88 E-mail: [email protected] Website: www.skylinerta.com

(i) Share Transfer Systems

The Shares received for transfer in physical mode are registered and returned within a period of 15 Days from the date of receipts if the documents are clear in all respect.

(j) Dematerialization of shares and liquidity: 12,151,133 shares (98.53%)

ADDRESS FOR CORRESPONDENCE

Surya Industrial Corporation Limited Registrar and Transfer Agent

B-9, Industrial Estate, Partapur, Skyline Financial Services Private Limited

Meerut, Uttar Pradesh – 250 103 D-153, 1st Floor, Okhla Industrial Area,

Phone : 0121 2440658 Phase – I, New Delhi – 110020

E-Mail ID : [email protected] Tel. No. 011 - 26812682 / 83 & 64732681 to 88

E-mail: [email protected]

(k) Outstanding ADRs / GDRs: The Company has not issued any ADRs / GDRs.

(l) Distribution of Shareholding and Shareholding Pattern as on 31st March, 2015:

DISTRIBUTION OF SHAREHOLDING:

Distribution of shareholding as on 31st March, 2015 is give below:

Range in No. of % to Total No. of % to Total (No. of Share) Shareholders Shareholders Share Held Capital

1 - 5000 509 79.78% 584275 4.74%

5001 – 10000 38 5.96% 281649 2.28%

10001 – 20000 29 4.55% 424243 3.44%

20001 – 30000 10 1.57% 250060 2.03%

30001 – 40000 7 1.10% 228660 1.85%

40001 – 50000 11 1.72% 505550 4.10%

50001 – 100000 18 2.82% 1283161 10.41%

100001 – and above 16 2.51% 8774102 71.15%

Total 638 100% 12331700 100%


http://www.skylinerta.com/




35

Shareholding Pattern as on 31st March, 2015:

Holders No. of Shares % of Total

Promoters(a)

Indian(b) 1111358 9.01%

Foreign - -

Non Promoters

Financial Institution and Banks - -

Non-Resident, OCB's, Foreign Bank 15206 0.12%

Other Bodies Corporate 282417 2.29%

Mutual Funds - -

Clearing Member - -

HUF 546033 4.43%

Public 10376686 84.15%

Total 12331700 100%

RECONCILIATION OF SHARE CAPITAL AUDIT Pursuant to Clause 47 (C) of the Listing Agreement with Stock Exchanges, Certificates on half yearly basis have been issued by the Company Secretary in practice for due Compliance of Share Transfer formalities of the Company. To reconcile the total admitted capital, total issue and listed capital a secretarial audit is carried out by a Practicing Company Secretary on quarterly basis.



CIN : L15311UP1988PLC010285 Date: 14-08-2015

DECLARATION

To, The Members of Surya Industrial Corporation Limited

As provided under Clause 49 of the Listing Agreement with Stock Exchanges, all the Board Members and Senior Management Personnel have affirmed compliance with Code of Conduct for the year ended 31st March, 2015.



CIN : L15311UP1988PLC010285 Date: 14-08-2015


36

COMPLIANCE CERTIFICATE ON CORPORATE GOVERNANCE

To The Members, SURYA INDUSTRIAL CORPORATION LIMITED, Meerut We have read the report of the Board of Directors on Corporate Governance and have examined the relevant records relating to compliance condition of corporate governance of SURYA INDUSTRIAL CORPORATION LIMITED ("the company") for the year ended 31st March, 2015 as stipulated in Clause 49 of the Listing Agreement of the said company with the Stock Exchanges. The compliance of the conditions of the corporate governance is the responsibility of the management. Our examination, conducted in the manner described in the Guidance note on Certification of Corporate governance" issued by the Institute of Chartered Accountants of India was limited to procedures and implementation thereof adopted by the company for ensuring compliance with the conditions of Corporate Governance. Our examination was neither an audit nor was it conducted to express an opinion on the financial statements of the company. In our opinion and to the best of our information and explanations given to us and on the basis of our examination described above, the company has complied with the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement. The company has been advised to strictly adhere to the compliance of Clause 49 of the Listing Agreement for which the company management has agreed to take immediate steps for necessary compliances. We further state that such compliance is neither an assurance as to the future viability of the company nor the efficiency or effectiveness with which the management has conducted the affairs of the company. For, Arpan Chudgar & Associates Chartered Accountants FRN: 133877W Sd/- (CA. Arpan Chudgar)

Proprietor M. No. 131876 Place: Ahmedabad Date: 29.05.2015


37

CFO/CEO CERTIFICATE

I, Pratik kumar Sharad kumar Mehta, Managing Director of Surya Industrial Corporation Limited to the best of my knowledge and belief certify that:

1. I have reviewed the balance sheet and profit and loss account, and all its schedules and notes to accounts, as well as the cash flow statement.

2. Based on my knowledge, information and belief, these statements do not contain any untrue statement

of a material fact or omit to state a material fact that might be misleading with respect to the statements made.

3. Based on my knowledge, information and belief, the financial statements and other financial

information included in this report present a true and fair view of the company’s affairs for the period presented in this report and are in compliance with the existing accounting standards, applicable laws and regulations.

4. To the best of my knowledge, information and belief, no transactions entered into by the company

during the year are fraudulent, illegal or violating of the Company’s Code of Conduct.

5. I am responsible for establishing and maintaining internal controls for financial reporting and have

evaluated the effectiveness of the internal control systems of the Company pertaining to financial reporting.

6. I have disclosed, based on my most recent evaluation, wherever applicable, to the Company’s Auditors

and the Audit Committee of the Company’s Board of Directors all significant deficiencies in the design or operation of internal controls, if any, of which they are aware and the steps taken or proposed to be to rectify the deficiencies;

I have indicated to the Auditors and the Audit Committee:

a) Significant changes in the Company’s internal control over the financial reporting during the year;

b) All significant changes in accounting policies during the year, if any, and that the same have been disclosed in the notes to the financial statements;

c) Any fraud, whether or not material, that involves management or other employees who have a

significant role in the Company’s internal control system over financial reporting.

For, Surya Industrial Corporation Limited


CIN : L15311UP1988PLC010285 Date: 14-08-2015


38

INDEPENDENT AUDITORS’ REPORT

To, The Members, Surya Industrial Corporation Limited Report on the Financial Statements: We have audited the accompanying financial statements of SURYA INDUSTRIAL CORPORATION LIMITED, which comprise the Balance Sheet as at 31 March 2015, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information. As required by the Companies (Auditor’s Report) Order 2015 issued by Government of India in terms of Section 143(11) of the Companies Act, 2013, we enclose herewith in annexure. Management’s Responsibility for the Financial Statements: The Company’s Board of Directors is responsible for the matters in section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of internal financial control, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. Auditor’s Responsibility:

Our responsibility is to express an opinion on these financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are

required to be included in the audit report under the provisions of the Act and the Rules made thereunder. We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material mis-statement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation of the financial statements that give true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Company’s Directors, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements. Opinion: In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements, give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India;


39

a) In the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2015; b) In the case of the Statement of Profit and Loss, of the Profit for the year ended on that date; and c) In the case of the Cash Flow Statement, of the cash flows for the year ended on that date. Report on other Legal and Regulatory Requirements: As required by section 143(3) of the Act, we report that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

b) In our opinion proper books of account as required by law have been kept by the Company so far as appears from

our examination of those books.

c) The Balance Sheet, the Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account.

d) In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

e) On the basis of written representations received from the directors as on 31st March, 2015, taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2015, from being appointed as a director in terms of Section 164(2) of the Act.

f) With respect to the other matters included in the Auditor’s Report and to our best of our information and according to the explanations given to us:

I. The Company does not have any pending litigations which would impact its financial position; II. The Company did not have any long term contacts including derivative contacts for which there were any material foreseeable losses. III. There were no amount which required to be transferred to the Investor Education and Protection Fund by the Company. For, Arpan Chudgar & Associates Chartered Accountants FRN: 133877W Sd/- (CA. Arpan Chudgar) Proprietor M. No. 131876 Place: Ahmedabad

Date: 29.05.2015


40

ANNEXURE TO THE INDEPENDENT AUDITORS’ REPORT

The Annexure referred to in our Independent Auditors’ Report to the members of S URYA INDUSTRIAL

CORPORATIO N LIMITED for the year ended 31st March 2015, we report that:

i. (a) & (b) As the Company does not have any Fixed Asset, the relevant para is not applicable.

ii. The physical verification of the inventories has been conducted at reasonable interval by the management. The procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business; The company has maintained proper records of inventory and no material discrepancies were noticed on such physical verification and the same have been properly dealt with in the books of accounts.

iii. (a) The Company has not granted loans, secured or unsecured, to companies, firms or other parties covered in

the register maintained under section 189 of the Companies Act, 2013 (‘the Act’).

(b) In the case of the loans granted to the bodies corporate listed in the register maintained under section 189 of

the Act, the borrowers have been regular in the payment of the interest as stipulated. The terms of arrangements

do not stipulate any repayment schedule and the loans are repayable on demand. Accordingly, paragraph

3(iii)(b) of the Order is not applicable to the Company in respect of repayment of the principal amount.

(c) There are no overdue amounts of more than rupees one lakh in respect of the loans granted to the bodies corporate listed in the register maintained under section 189 of the Act.

iv. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of fixed assets and sale of goods. The activities of the Company do involve purchase and sale of goods. We have not observed any major weakness in the internal control system during the course of the audit.

v. The Company has not accepted any deposits from the public.

vi. We are informed that maintenance of cost records has not been prescribed by the Central Government U/s 148 of

the Act.

vii. (a) According to the information and explanations given to us and on the basis of our examination of the

records of the Company, amounts deducted/ accrued in the books of accounts in respect of undisputed

statutory dues including provident fund, income tax, sales tax, wealth tax, service tax, duty of customs, value

added tax, cess and other material statutory dues have been regularly deposited during the year by the Company

with the appropriate authorities.

According to the information and explanations given to us, no undisputed amounts payable in respect of

provident fund, income tax, sales tax, wealth tax, service tax, duty of customs, value added tax, cess and

other material statutory dues were in arrears as at 31st March 2015 for a period of more than six months from

the date they became payable.

(b) According to the information and explanations given to us, there are no material dues of wealth tax,

duty of customs and cess which have not been deposited with the appropriate authorities on account of any

dispute.

(c) No amount are required to be transferred to investor education and protection fund in accordance with the

relevance provisions of the Companies Act, 2013 and rules made there under.


41

viii. In our Opinion, the Accumulated Losses of the Company as on 31st March, 2015 are not more than 50 % of its Net Worth. The company has not incurred cash losses during the financial year covered by our audit but had incurred cash losses in the immediately preceding financial year.

ix. The Company did not have any outstanding dues to the financial institutions, banks or Debenture holders

during the year.

x. In our opinion and according to the information and the explanations given to us, the Company has not

given any guarantee for loans taken by others from banks or financial institutions.

xi. The Company did not have any term loans outstanding during the year.

xii According to the information and explanations given to us, no material fraud on or by the Company has been

noticed or reported during the course of our audit.

For, Arpan Chudgar & Associates Chartered Accountants FRN: 133877W

Sd/-

(CA. Arpan Chudgar) Proprietor M. No. 131876 Place: Ahmedabad Date: 29.05.2015


42

Rs. Rs. Rs. Rs.

I. EQUITY AND LIABILITIES

1. Shareholders' funds

(a) Share Capital 1 1383.27 596.77

(b) Reserves and Surplus 2 -351.44 -552.68

(c) Money received against share warrants 0.00 0.00

1031.83 44.09

2. Share application money pending allotment 0.00 0.00

(To the extent not refundable)

3. Non- current liabilities

(a) Long term borrowings (Secured Loans) 0.00 0.00

(b) Deffered Tax Liability (Net) 0.00 0.00

(c) Other long term borrowings 0.00 0.00

(d) Long term provisions 0.00 0.00

0.00 0.00

4. Current Liabilities

(a) Short term borrowings

(b) Trade payables 3 0.00 3.94

(c) Other Current Liabilities 4 39.13 33.97

(d) Short term provisions 5 0.14 0.00

39.27 37.91

TOTAL 1071.10 82.00

II ASSETS

1. Non-current assets

(a) Fixed Assets 0.00 0.00

(b) Goodwill on consolidation 0.00 0.00

(c) Non current Investment 0.00 0.00

(d) Defferd tac assets (net) 0.00 0.00

(e) Long term loans and advances 0.00 0.00

(f) Other non current asstes 0.00 0.00

0.00 0.00

2. Current assets

(a) Current investments 6 5.41 45.40

(b) Inventories 7 449.00 0.00

(c) Trade receivables 0.00 0.00

(d) Cash and Bank Balances 8 26.90 23.52

(e) Short-term loans and advances 9 589.80 13.08

(f) Other current assets 0.00 0.00

1071.10 82.00

TOTAL 1071.10 82.00

Significant accounting policies and notes to accounts 16

For and on behalf of the Board


Sd/- Sd/-

Pratikkumar Mehta Naitikkumar Shah Sd/-

Director Director CA. Arpan Chudgar

Proprietor

Date:- 29.05.2015 (M. No. 131876)

Place:- Meerut Date : 29.05.2015

Place: Ahmedabad

As per Report of Even Date

For, Arpan Chudgar & Associates

Chartered Accountants

FRN: 133877W

SURYA INDUSTRIAL CORPORATION LIMITED

BALANCE SHEET AS AT 31ST MARCH, 2015

PARTICULARSNote

No.

As at 31/03/2014As at 31/03/2015

Rupees In Lacs


43

Rs. Rs. Rs. Rs.

I Revenue from operations:

Sale of Products 737.75 0.20

Other Operating Revenues 0.00 0.00

Less: Excise Duty 0.00 0.00

737.75 0.20

II Other Income 10 15.09 0.00

III Total Revenue (I + II) 752.84 0.20

IV Expenses

Cost of Material Consumed 0.00 0.00

Purchases of Stock in Trade 1178.01 0.00

Changes in inventories of finished goods, work in progress

and Stock-in- trade 11 -449.00 0.00

Employee benefits expense 12 1.94 0.00

Other Operating Expenses 13 17.14 1.56

Administrative Expenses & Selling Expenses 14 0.13 0.19

Financial costs 0.00 0.00

Total Expense 748.22 1.75

VProfit before exceptional and extraordinary items and tax

(III-IV) 4.62 -1.55

VI Exceptional Items 15 0.00 0.42

VII. Profit before extraordinary items and tax (V-VI) 4.62 -1.97

VIII Extraordinary items 0.00 0.00

IX Profit before tax (VII-VIII) 4.62 -1.97

X Tax expense:

(1) Current tax 0.00 0.00

(2) Deferred tax 0.00 0.00

0.00 0.00

XIProfit/(Loss) for the period from continuing operations

(IX - X) 4.62 -1.97

XIIProfit/(Loss) for the period from discontinuing

operations

XIII Tax expense of discontinuing operations

XIVProfit/(Loss) from discontinuing operations (after tax)

(XII-XIII) 0.00 0.00

XV Profit/(Loss) for the period (XI + XIV) 4.62 -1.97

XVI Earnings per equity share:

(1) Basic 0.06 0.04

(2) Diluted 0.06 0.04

See accompanying notes to the financial statements 16

For and on behalf of the Board


Sd/- Sd/-

Pratikkumar Mehta Naitikkumar Shah Sd/-

Director Director CA. Arpan Chudgar

Proprietor

Date:- 29.05.2015 (M. No. 131876)

Place:- Meerut Date : 29.05.2015

Place: Ahmedabad

As per Report of Even Date

For, Arpan Chudgar & Associates


FRN: 133877W


STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH, 2015

PARTICULARSNote

No.

Upto 31/03/2015 Upto 31/03/2014

Rupees In Lacs


44

NOTES FORMING PART OF ACCOUNTS

Particulars

Rupees Rupees Rupees Rupees

NOTE `1'

A. SHARE CAPITAL

a) Authorised

20,000,000 Equity Shares of Rs. 10/- each-Current Year)

[Previous Year : 10,000,000 Equity Shares of Rs. 10/- each] 2000.00 1000.00

b) Issued

15,825,900 Equity Shares of Rs. 10/- each fully paid-up. 1582.59 796.09

[Previous Year : 7,960,900 Equity Shares of Rs. 10/- each]

c) Subscribed Share Capital

15,333,800 Equity Shares of Rs. 10/- each fully paid-up. 1533.38 746.88

[Previous Year : 7,468,800 Equity Shares of Rs. 10/- each]

d) Paid up Share Capital

Equity Share Of Rs. 10/- Fully Paid Up:

At the beginning of the year paid up amount 746.88 746.88

Add: Capital raised during the year 786.50 0.00

Less : Share Forfeited 300.21 1233.17 300.21 446.67

Add : Paid up amount on share forfeited 150.10 150.10

TOTAL (A) 1383.27 596.77

B. Calls Unpaid

Equity Shares 0.00 0.00

From Others 0.00 0.00

TOTAL (B) 0.00 0.00

Total Equity Share Capital (A-B) 1383.27 596.77

C. A Reconciliation of the number of shares outstanding at

the beginning and at the end of the reporting period:

Equity Shares of Rs.10Each, Fully paid up

At the Beginning 44,66,700.00 44,66,700.00

Add : Issued during the year 78,65,000.00 -

At the end 1,23,31,700.00 44,66,700.00

D. List of Share holders having 5% or more Shares (In Nos)

Name Of Shareholders In Nos In % In Nos In %

Shri Vivek Jain - - 413250.00 9.25

Nikhil Champaklal Shah - - 345610.00 7.74

Sameer Kanu Bhai Shah - - 373400.00 8.36

Jigar Kanu Bhai Shah - - 360000.00 8.06

Adarsh Kanu Bhai Shah - - 360000.00 8.06

Mukeshkumar Bhayabhai Patel 24,00,000.00 19.46 - -

Himatbhai Babubhai Sorathia 24,00,000.00 19.46 - -

Particulars


NOTE `2'

RESERVES AND SURPLUS

A. RESERVES AND SURPLUS

a) Securities Premium Reserve

As at the commencement of the year 0.00 0.00

Add: Addition During the year 196.63 0.00

Sub-Total 196.63 0.00

b) Surplus : 0.00 0.00

i) Opening Balance - Profit and Loss Account -552.68 -550.71

Add: Transfer from Profit & Loss Account 4.62 -1.97

Sub-Total -548.06 -552.68

c) General Reserves

As at the commencement of the year 0.00 0.00

Sub-Total 0.00 0.00

Total Reserves and Surplus -351.44 -552.68

On 31/03/2014


On 31/03/2015 On 31/03/2014

On 31/03/2015


45

Particulars


NOTE '3'

A. TRADE PAYABLES

a) Trade Payables

Ahmedabad Stock Exchange 0.00 0.79

Dehli Stock Exchange 0.00 0.82

Jaipur Stock Exchange 0.00 0.87

KKJ & Associates 0.00 0.36

Legal Expense Payable 0.00 0.24

U.P. Stock Exchange 0.00 0.00 0.86 3.94

TOTAL 0.00 3.94

Particulars


NOTE '4'

A. OTHER CURRENT LIABILITIES

a) Other- Advances :

From related parties

Karamveer Electronics Ltd 0.00 1.87

Vivek Jain 0.00 0.30

A.J. Associates 0.00 0.00 16.40 18.57

From Others

Karamveer Electronics Ltd 1.87

Vivek Jain 0.30

A.J. Associates 16.40

Resurgence 15.00 33.57 15.00

b) Cheque issued but not presented 0.40 0.40

c) Salary Payable 0.50 0.00

d) Other Liabilities Payable

Manish R Patel 0.15 0.00

Ahmedabad Stock Exchange 0.79 0.00

Dehli Stock Exchange 0.82 0.00

Jaipur Stock Exchange 0.87 0.00

KKJ & Associates 0.16 0.00

Legal Expense Payable 0.24 0.00

U.P. Stock Exchange 0.86 0.00

NSDL 0.07 0.00

Skyline Financial Services Pvt. Ltd. 0.70 4.66 0.00 0.00

TOTAL 39.13 33.97

Particulars


NOTE '5'

A. SHORT TERM PROVISIONS

(a) Tax/Duty Payable 0.14 0.00

TOTAL 0.14 0.00

Particulars


NOTE '6'

A. CURRENT INVESTMENT

a) Mutual Fund (Quoted) - Valued at cost

1) 2204.154 Units of Tata Floater Fund Plan A - Growth - 42.00

2) 177.060 Units of Tata Manager Treasury Fund Plan

A - Growth - 3.00 45.00

b) Term Deposit with Bank:

Kotak Mahindra Bank 0.00 0.40

c) Gold - Value at Cost 5.41 0.00

Total (a) 5.41 45.40

Particulars


NOTE `7'

A. INVENTORIES

Inventories 449.00 0.00

Total Inventories 449.00 0.00

On 31/03/2014On 31/03/2015

On 31/03/2014

On 31/03/2015

On 31/03/2015 On 31/03/2014

On 31/03/2014

On 31/03/2015 On 31/03/2014

On 31/03/2015


46

Particulars


NOTE `8'

A. CASH AND BANK BALANCES

Cash and Cash Eqivalents :

a) Balances with banks :

1) On Current Accounts

Bank Of Baroda 1.78 1.78

ICICI Bank 1.40 1.40

Kotak Mahindra Bank-Meerut 0.08 0.58

Kotak Mahindra Bank-Surat 0.05 0.00

Union Bank of India 20.74 24.05 0.00 3.76

b) Cash on hand 2.85 19.76

Total Cash and Cash Equivalents 26.90 23.52

Particulars


NOTE `9'

A. SHORT TERM LOAN AND ADVANCES

a) Tax & Duty Deposited

TDS A.Y. 2015-16 0.15 0.00

TDS A.Y. 2014-15 0.03 0.03

TDS A.Y. 2013-14 6.30 6.30

TDS A.Y. 2012-13 0.46 6.94 0.46 6.79

b) Advance to Suplier 0.00 0.00

c) Advance to related parties

Shikha Jain 0.00 2.00

Vikas Jain 0.00 0.00 3.29 5.29

d)Other Advance

Pravin C Mehta 4.00 0.00

Venturaa Developers 581.21 0.00

Shikha Jain 2.00 0.00

Vikas Jain -6.71 0.00

Vraj Associates 1.36 0.00

Preetam Dutt 0.50 0.50

Ashok Kumar Agarwal 0.50 582.86 0.50 1.00

589.80 13.08

On 31/03/2015 On 31/03/2014

On 31/03/2014On 31/03/2015


47

Particulars


NOTE `10'

A. OTHER INCOME

Revenue from operations in respect of non-finance company

a) Other Operating Revenues

Bank Interest 0.01 0.00

Discount Received 0.00 0.00

Gain On Mutual Fund 2.29 0.00

Interest on Fixed Deposit 0.08 0.00

Interest on Loan & Advances 12.72 0.00

From Current Investment 0.00 0.15

From I.T. Department 0.00 15.09 0.05 0.20

Total Revenue from operations 15.09 0.20

Particulars


NOTE `11'

A. CHANGE IN INVENTORIES AND WIP

a) Finished Goods

Inventories at the beginning of the year 0.00 0.00

Less:Inventories at the end of the year -449.00 -449.00 0.00 0.00

Sub Total (A) -449.00 0.00

Raw Mateial & Work in Progress

Inventories at the beginning of the year 0.00 0.00

Less:Inventories at the end of the year 0.00 0.00 0.00 0.00

Sub Total (B) 0.00 0.00

(Increase)/Decrease in Inventories (A+B) -449.00 0.00

Particulars


NOTE `12'

A. EMLOYEE BENEFIT EXPENSES

(a) Salaries & Wages 1.94 0.00

(b) Contribution to Provident & Other Funds 0.00 0.00

Total Employee Benefit Expenses 1.94 0.00

Particulars


NOTE `13'

A. OTHER OPERATING EXPENSE

Professional Charges (Consultancy) 0.85 0.20

Payment to Auditor 0.00 0.08

Printing & Stationery 0.23 0.10

Balance W/Off 0.00 0.57

Legal Expensess 0.00 0.11

Travelling Expensess 0.00 0.17

Miscellaneous Interest 0.00 0.14

Bhank Charges 0.03 0.02

Listing Fee 0.00 0.17

Annual Custody Fee 0.07 0.00

AGM Expense 0.06 0.00

Annual Issuer Fee 0.07 0.00

BSE Approval Fee 1.12 0.00

Compliance certificate charges 0.10 0.00

Consulting Fee 1.00 0.00

Courier charges 0.10 0.00

Director Remuneration 0.12 0.00

E-Voting Service Fee 0.08 0.00

Income Tax Return Filling Fee 0.04 0.00

Mics Expense 0.01 0.00

Office Expense 0.24 0.00

Processing Charges 0.46 0.00

Professional service fee 0.44 0.00

Rent Expense 0.15 0.00

Income Tax Expense 0.27 0.00

ROC Fee 11.69 0.00

Preferential Allotment Charges 0.02 0.00

Total Administrative Expenses 17.14 1.56

On 31/03/2014

On 31/03/2015 On 31/03/2014

On 31/03/2015 On 31/03/2014

On 31/03/2015 On 31/03/2014

On 31/03/2015


48

Particulars


NOTE `14'

A. ADMINISTRATIVE & SELLING EXPENSES

Advertisement 0.13 0.19

Total Other Expenses 0.13 0.19

Particulars


NOTE `15'

A. EXCEPTIONAL ITEMS

(a) Penalty on Excise Duty 0.00 0.42

0.00 0.42

On 31/03/2015 On 31/03/2014

On 31/03/2015 On 31/03/2014


49

Amount Rs. Amount Rs. Amount Rs. Amount Rs.

CASH FLOW FROM OPERATING ACTIVITIES

Net Profit before tax and extra ordinary items: 4.62 -1.55

Adjustments for:

Depreciation 0.00 0.00

income tax expense 0.27 0.00

Interest Received -12.72 -0.20

Interest Received on Fixed Deposit -0.08 -0.42

Penalty on Excise Duty 0.00 0.00

-12.53 -0.62

-7.91 -2.17

Operating Profit before Working Capital Changes

Adjustments for:

Decrease/(Increase) in Trade Receivable 0.00 0.00

(Decrease)/Increase in Trade Payable -3.94 -2.32

Increase/(Decrease) in Other Current Liabilities 5.16 0.00

Increase/(Decrease) in Short Term Provision 0.14 0.00

Decrease/(Increase) in Short Term Advance(Assets) -576.72 0.00

Decrease/(Increase) in Inventories -449.00 0.00

-1024.36 -2.32

Cash generated from operations -1032.27 -4.49

Income Tax paid -0.27 0.00

Net Cash flow from Operating activities -1032.54 -4.49

CASH FLOW FROM INVESTING ACTIVITIES

Interest Received 12.72 0.20

Interest Received on Fixed Deposit 0.08 0.00

Purchase of Current Investment -5.41 -44.70

Sale proceeds from investments in mutual funds 45.00 0.00

Fixed Deposit Maturity Amount Received 0.40 0.00

52.79 -44.50

Net Cash used in Investing activities 52.79 -44.50

CASH FLOW FROM FINANCING ACTIVITIES

Increase/(Repayment) Loan of Financial Institutions 0.00 234.55

Increase/Reduction of other creditors 0.00 -181.62

Proceeds from issue of share capital 786.50 0.00

Proceeds from Securities Premium 196.63 0.00

983.13 52.93

Net Cash used in financing activities 983.13 52.93

Net increase/(decrease) in cash & Cash Equivalents 3.38 3.94

Cash and Cash equivalents at the beginning of the period 23.52 19.58

Cash and Cash equivalents as the closing of the period 26.90 23.52

As per our report of even date attached For and on behalf of the board

For, Arpan Chudgar & Associates For, Surya Industrial Corporation Limited


FRN : 133877W

Sd/- Sd/-

Sd/- Pratikkumar Mehta Naitikkumar Shah

CA. Arpan Chudgar Director Director

Proprietor

M. No. 131876

Date:- 29.05.2015 Date:- 29.05.2015

Place : Ahmedabad Place:- Meerut

Cash & Cash Equivalents

31.03.2015 31.03.2014

Cash in Hand 284815.00 1976000.00

Cash at Bank 2404793.00 376000.00

Cash & Cash equivalents as stated 2689608.00 2352000.00

Cash Flow During the Year 337608.00

As on

On 31/03/2014On 31/03/2015Particulars


CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2015

Rupees In Lacs


50


Notes to financial statements for the year ended 31St March, 2015

NOTES FORMING PART OF THE ACCOUNTS

Note 16:

A. SIGNIFICANT ACCOUNTING POLICIES

(a) Basis for Accounting

i) The financial statements are prepared under the historical cost convention on an accrual basis of accounting in

accordance with the generally accepted Accounting principles, as per Section 211(3C) of the Companies Act, 1956 read

with the General Circular 15/2013 dated 13th of September, 2013 of the Ministry of Corporate Affairs in respect of Section

133 of the Companies Act, 2013 and other Accounting Principles generally accepted in India.

ii) During the year the company has reclassified the previous year figures where ever found applicable.

(b) Revenue Recognition:

i) Revenue from sale of goods is recognized on transfer of ownership to the buyer. Sale of goods is recognized net of sales tax and value added tax.

ii) Revenue from services rendered is recognized on transfer of services to buyer.

(c) Investments:

Current Investment are stated at lower of cost or market value.

(d) Fixed Assets:

Fixed assets are stated at cost less accumulated depreciation. Cost of acquisition of fixed assets is inclusive of freight,

duties, taxes and incidental expenses thereto.

(e) Provision for Current and Deferred Tax

i) Provision for current income tax has been made after taking into consideration benefits admissible under the provisions of the Income Tax Act, 1961; however current tax liability is NIL due to past losses.

ii) Deferred Tax resulting from timing difference between taxable and accounting income has not been recognized due to uncertainty of profit in future.

(f) Contingent liabilities and commitments

Contingent liabilities and commitments have not been accounted for but have been disclosed by note if any.

(g) Excise Duty & Sales Tax

Excise Duty & Sales Tax liability was accounted for on the basis of Excise Duty & sales tax return filed by the company in

the years where the company was in operation. Additional liabilities on finality of the assessment are being taken into

account in the year of finalization. In the opinion of board of directors there was no such liability as on 31.03.2015.

(i) Earnings per Share:


51

The earning considered in ascertaining the company's earnings per share comprises net profit after tax. The number of

shares used in computing basic earnings per share is the weighted average number of shares outstanding during the year.

(j) Gratuity:

No provision for gratuity has been made as no employee has put in qualifying period of service for entitlement of this

benefit.

(k) Paid up amount on 30,02,100 forfeited Equity shares i.e. Rs. 1,50,10,500/- which have not been re-allotted have been

shown under the head "Share Capital"

(l) Related Party Disclosure Transactions Made (Rs. In Lacs) 1. Name of Key Management Personnal Salary Paid Amount Amount Year End Received Paid Balance Mukhtar Singh (Independent Director) 0.12 - - -

2. Name of Relatives of Key Management Personnel

(with whom transaction have taken place )- Not Applicable

3. Enterprises over which Key Management Personnel

And relative have significant influence- NA

B. NOTES TO FINANCIAL STATEMENTS

17. Particulars of Employees in accordance with Sec. 197(12) of the Act. Read with Rules 5(2) and 5(3) of the Companies

(Appointment and remuneration of Managerial Personnel) Rule, 2014. NIL

18. In relation of Managerial Remuneration

Particulars Current Year (Rs.) Previous Year (Rs.)

Directors Remuneration

Mukhtar Singh

12,000.00 Nil

19. Auditors Remuneration

Particulars Current Year (Rs.) Previous Year (Rs.)

Audit Fee NIL NIL


52

20. There are no dues to SSI Units outstanding for more than 30 days.

21. No confirmations were obtained from debtors/creditors as to the balances receivable from/payable to them as at

year end.

22. Company has not provided Depreciation during the year as per Schedule II of the Companies Act, 2013.

23. As there is no timing difference of depreciation / loss, the provisions for deferred tax Liability does not arise as per

Accounting Standard 22 (AS 22) issued by the ICAI and hence deferred income tax liability has not been provided.

24. Previous year's figures have been regrouped wherever necessary.

25. The figures have been rounded off to the nearest rupee.

For, Surya Industrial Corporation Limited For, Arpan Chudgar & Associates Chartered Accountants FRN: 133877W Sd/- Sd/- Pratikkumar Mehta Naitikkumar Shah Sd/- Director Director CA. Arpan Chudgar Proprietor M.No.131876 Place: Meerut Place: Ahmedabad Date: 29.05.2015 Date: 29.05.2015


53

Form No. MGT-11

PROXY FORM [Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Administration) Rules, 2014]

CIN: L15311UP1988PLC010285

Name of the company: SURYA INDUSTRIAL CORPORATION LTD.

Registered office: B-9, Industrial Estate, Partapur , Meerut ,Uttar Pradesh ,250103

Name of the member (s) :

Registered address :

E-mail Id : Folio No/ Client Id :

DP ID :

I/We, being the member (s) of ……….............…. shares of the above named company, hereby appoint

1. Name : ________________________________

Address : ________________________________

E-mail Id : _______________________________Signature _______________________ or failing him/her

2. Name : ________________________________

Address : ________________________________


3. Name : ________________________________

Address : ________________________________


as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 28th Annual general meeting of the company, to be held on the 30th day of September, 2015 At 9.30 a.m. at Hotel Madhur Regency, Rama Plaza, Western Kuntchery Road, Meerut, Uttar Pradesh - 250001 and at any adjournment thereof in respect of such resolutions as are indicated below: Resolution No. Resolution Vote

For Against

1 Adoption of Audited Financial Statements for the F.Y. 2014 - 2015

2

Appointment of M/s. AGARWAL DESAI AND SHAH Chartered Accountants, Mumbai (FRN - 124850W), Chartered Accountants As a Statutory Auditors & authorize the Board to fix their remuneration.

As Witness my / ourhand(s) this _______day of_______________2015 Signature of shareholder____________________Signature of Proxy

holder(s)___________________

Note: This form of proxy in order to be effective should be duly completed and deposited at the Registered

Office of the Company, not less than 48 hours before the commencement of the Meeting.

Affix Revenue

Stamp


54

SURYA INDUSTRIAL CORPORATION LIMITED (CIN: L15311UP1988PLC010285)

Regd. Off.: B-9, Industrial Estate, Partapur, Meerut ,Uttar Pradesh ,250103

Attendance Slip

DPID _____________________________ CLIENT ID____________________________

Regd. Folio No. _____________________

Mr./Ms. ________________________________________________

Father's/Husband's Name _______________________________________________________________

I certify that I am a registered Shareholders/Proxy for the registered Shareholder of the Company. I hereby record my

presence at the 28th Annual General Meeting of the Company at Hotel Madhur Regency, Rama Plaza, Western

Kuntchery Road, Meerut, Uttar Pradesh - 250001 at 9:30 a.m. on 30th day of September, 2015.

Member's/Proxy's Name in________________________Member's / Proxy's

Signature_____________________

Note:

1) Please fill in this attendance slip and hand it over at the entrance of the Meeting Hall.

2) Member's Signature should be in accordance with the specimen signature registered with the Company.

3) Please bring your copy of the Annual Report for reference at the Meeting.


55

POLLING PAPER

(Form No. MGT-12)

[Pursuant to section 109(5) of the Companies Act, 2013 and rule 21(1)(c) of the Companies

(Management and Administration) Rules, 2014]

Name of the Company : SURYA INDUSTRIAL CORPORATION LIMITED CIN : L15311UP1988PLC010285) Regd. Office : B-9, Industrial Estate, Partapur , Meerut ,Uttar Pradesh ,250103

BALLOT PAPER

Sr. No. Particulars Details

1 Name of the First Named Shareholders (in

Block letters)

2 Postal Address

3 Registered folio No. /*Client ID No.

(*Applicable to investors holding shares in

dematerialized form)

4 Class of Share

I hereby exercise my vote in respect of Ordinary resolution enumerated below by recording my assent or

dissent to the said resolution in the following manner:

Sr. No.

Item No. of shares held by me

I assent to the resolution

I dissent to the resolution.

1. Adoption of Audited Financial

Statements for the F.Y. 2014 - 2015

2. Appointment of M/s. AGARWAL DESAI AND SHAH Chartered Accountants, Mumbai (FRN - 124850W), Chartered Accountants As a Statutory Auditors & authorize the Board to fix their remuneration.

Place:

Date: (Signature of the shareholder)


56

Book Post

NAME AND COMPLETE POSTAL ADDRESS If undelivered please return to:


B-9, Industrial Estate, Partapur, Meerut,

Uttar Pradesh - 250103

Tel: 0121-2440658,

E-mail: [email protected]

Website: www.suryainduscorp.com



SURYA INDUSTRIAL CORPORATION LIMITED … INDUSTRIAL CORPORATION LIMITED ANNUAL REPORT 2014-15 1...

Documents

Transcript of SURYA INDUSTRIAL CORPORATION LIMITED … INDUSTRIAL CORPORATION LIMITED ANNUAL REPORT 2014-15 1...